LDB Capital Corp. — Management Reports 2022

Apr 30, 2022

LDB Capital Corp. (A Capital Pool Company)

Management Discussion & Analysis

For the three months ended February 28, 2022

LDB CAPITAL CORP. (A Capital Pool Company)

Management discussion and analysis

This Management Discussion and Analysis (“ MD&A ”) of financial position and results of operation are as at April 29, 2022 and should be read in conjunction with the condensed interim financial statements for the three months ended February 28, 2022 and related notes (the “ Interim Financial Statements ”) and the audited financial statements for the period from inception on August 9, 2021 to November 30, 2021 and related notes (the “ Annual Financial Statements”) . The Interim Financial Statements of LDB Capital Corp. (the “ Company ”) have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in Canadian dollars. Additional information can be found at the website www.sedar.com.

Certain sections of this MD&A may contain forward-looking statements.

All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Readers are cautioned that these statements which describe the Company’s plans, objectives, and budgets may differ materially from actual results. See additional discussion under “Risks and Uncertainties” section.

CORPORATE PROFILE AND OVERALL PERFORMANCE

LDB Capital Corp. was incorporated under the Business Corporations Act (British Columbia) on August 9, 2021. The principal business of the Company is the identification and evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. The Company’s common shares commenced trading on the TSX Venture Exchange (“TSX-V”) under the trading symbol “LDB.P” on March 22, 2022. The Company is classified as a Capital Pool Company (“CPC”) as defined in the TSX-V Policy 2.4.

The Company’s head office, principal address and registered and records office is located at Suite 1604 -1166 Alberni Street, Vancouver, British Columbia, Canada, V6E 3Z3.

On March 22, 2022 the Company completed its Offering of 2,000,000 common shares at a price of $0.10 per common share for gross proceeds of $200,000 pursuant to a prospectus dated January 31, 2022. The Company’s agent engaged in connection with the Offering was paid a commission of $20,000 and a Corporate Finance Fee of $15,000 incurred pursuant to the Offering, of which $10,000 was paid prior to February 28, 2022. The Company also granted 200,000 non-transferable warrants to its agent at a price of $0.10 per share for a period of 24 months.

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LDB CAPITAL CORP. (A Capital Pool Company)

Management discussion and analysis

RESULTS OF OPERATIONS

As at the date of this report, the Company was a CPC. Accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its administrative expenses. See the summary of results, below:

Selected Financial Data

	For the three monthsended February 28,2022	For the period frominception on August9, 2021 to November30, 2021
	$	$
General and administrative expenses	16,955	45,497
Net and comprehensive loss	(16,955)	(45,497)
Basic and diluted lossper share	-	-
Workingcapital	43,798	60,753
Total assets	75,353	93,103
Total shareholders’ equity	45,549	59,504

Net and comprehensive loss

At February 28, 2022, the Company had not yet achieved profitable operations and has accumulated losses of $62,452 (November 30, 2021 - $45,497) since inception.

Results of Operations

The operating and administrative expenses for the three months ended February 28, 2022 totalled $16,955 (November 30, 2021 – $45,497). The major expenses were professional fees of $16,955 (November 30, 2021 - $ 32,497) and filing fees of $nil (November 30, 2021 – $13,000).

The table below details the changes in major expenditures for the three months ended February 28, 2022 as compared to the period from inception on August 9, 2021 to November 30, 2021.

Expenses	Increase / Decrease inExpenses	Explanation for Change
Professional fees	Decrease of $15,542	Decrease due to the Company incurring costs related toincorporation and the initial public offering in the priorperiod.

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LDB CAPITAL CORP. (A Capital Pool Company)

Management discussion and analysis

Summary of quarterly results for the last consecutive 8 quarters

Historical quarterly financial information derived from the Company’s eight most recently completed quarters is as follows:

	Quarters Ended	Quarters Ended	Quarters Ended	Quarters Ended
	February 28,	November 30,	August 31,	May 31,
	2022	2021	2021	2021
	$	$	$	$
Net and Comprehensive Loss	(16,955)	(45,497)	-	-
Basic and Diluted Loss Per Share	(0.01)-	(0.03)	-	-

	February 28,	November 30,	August 31,	May 31,
	2021	2020	2020	2020
	$	$	$	$
Net and Comprehensive Loss	-	-	-	-
Basic and Diluted Loss Per Share	-	-	-	-

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations to date through the issuance of common shares. The Company continues to seek capital through various means including the issuance of equity.

The Company’s liquidity and capital resources are as follows:

CashPrepaidTotal current assetsAccountspayables and accrued liabilitiesDue to relatedpartyTotal current liabilitiesWorkingcapital	February 28, 2022	November 30, 2021
	$	$
	65,353	83,103
	10,000	10,000
	75,353	93,103
	31,555	32,350
	1,249	1,249
	32,804	33,599
	43,798	60,753

As at February 28, 2022, the Company had cash of $65,353 (November 30, 2021 – $83,103) and had working capital of $43,798 (November 30, 2021 – $60,753). The balance in cash is from the proceeds of $105,000 following the issuance of 2,100,000 common shares of the Company pursuant to its seed share financing.

Management believes the Company has sufficient funds on hand to meet anticipated administrative and other related expenditures.

As of the date hereof, the Company did not have any commitments for capital expenditures.

As a CPC, the Company will be subject to externally imposed capital requirements as outlined in the TSX-V Policy 2.4 and summarized below (subject in each case to the exceptions set forth in TSX-V Policy 2.4):

• (a) No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to related party of the Company or a related party of a QT;

• (b) No more than $3,000 per month may be used for the purposes other than to identify and evaluate a QT;

• (c) After the completion of its IPO and until the completion of a QT, a CPC may not issue any securities unless written acceptance of the TSX-V is obtained before the issuance of the securities.

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LDB CAPITAL CORP. (A Capital Pool Company)

Management discussion and analysis

There were no changes in the Company’s approach to capital management during the three months ended February 28, 2022.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet arrangements as at February 28, 2022 or as of the date of this report.

RELATED PARTY TRANSACTIONS

As at November 30, 2021 and February 28, 2022, the Company owed $1,249 to David Eaton, a director of the Company in respect of legal fees paid on behalf of the Company.

CRITICAL JUDGEMENTS AND ESTIMATES

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Significant Judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applying to the Company’s financial statements include:

• i. The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

• ii. The determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood or utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

A number of new standards, amendments to standards and interpretations applicable to the Company are not yet effective for the three months ended February 28, 2022 and have not been applied in preparing the Interim Financial Statements:

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LDB CAPITAL CORP. (A Capital Pool Company)

Management discussion and analysis

RISKS & UNCERTAINTIES

The Company is actively working to identify and evaluate assets or businesses in order to complete a QT and currently has no source of recurring income. The Company has not commenced commercial operations, and has no significant assets other that cash, has no history of earnings and shall not generate earnings or pay dividends until at least after the completion of a QT, if at all. Until the completion of a QT, the Company is not permitted to carry on any other business other than the identification and evaluation of significant assets in pursuit of a QT.

There can be no assurances that the Company will identify any assets or businesses in pursuit of a QT, or have the financial resources necessary to complete a QT. Nor can there be an assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all.

The Company’s success depends to a certain degree upon key members for the management. It is expected that these individuals will be a significant factor in our growth and success. The loss of the service of members of the management team or certain key employees could have a material adverse effect on the Company.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 – Inputs that are not based on observable market data.

The fair value of the Company’s accounts payable and accrued liabilities and due to related party approximate their carrying value. The Company’s other financial instrument, being cash, is measured at fair value using Level 1 inputs.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

• (a) Credit risk:

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in trust. The Company has deposited the cash with its lawyer’s trust account. The risk of loss is low.

• (b) Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accounts payable and accrued liabilities and due to related party are due within the current operating period. The Company has a sufficient cash balance to settle current liabilities.

• (c) Market risk:

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk.

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LDB CAPITAL CORP. (A Capital Pool Company)

Management discussion and analysis

• (d) Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

Capital Management

The Company defines capital as the Company’s shareholder’s equity. The Company’s objectives when managing capital is to safeguard its accumulated capital by maintaining a sufficient level of funds to complete the Company’s QT while providing adequate returns to shareholders.

DISCLOSURE OF DATA FOR OUTSTANDING COMMON SHARES AND OPTIONS

The following table summarizes the outstanding common shares of the Company:

		As at February 28, 2022	Date of this MD&A
Common shares		2,100,002	4,100,002
Warrants		-	200,000

As at the date of this MD&A, the Company has 4,100,002 common shares issued and outstanding of which 2,100,002 shares of the Company are held in escrow and will be released to shareholders upon completion of a QT in accordance with Exchange Policy 2.4 over a period of up to 24 months.

Details of the outstanding warrants:

Number of warrants	Exercise price	Expiry date
	$
200,000	0.10	March 22,2024

OTHER MD&A REQUIREMENTS

Additional information relating to the Company may be found on SEDAR at www.sedar.com including, but not limited to:

• the Company’s condensed interim financial statements for the three months ended February 28, 2022; and

• the Company’s audited financial statements for the period from inception on August 9, 2021 to November 30, 2021.

This MD&A has been approved by the Board on April 29, 2022.

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